ex10-58.htm


    


    EXHIBIT
10.58

    


    EMPLOYMENT
TRANSITION AGREEMENT AND RELEASE

    


    


    United
Natural Foods, Inc., a Delaware corporation (the “Company”) and Richard
Antonelli (“Mr. Antonelli”) hereby agree as follows:

    


    
      	
              1.

            	
              Mr.
      Antonelli hereby resigns as (i) an employee and officer of the Company,
      (ii) a member of the Board of Directors of the Company and (iii) an
      officer and director of any subsidiaries of the Company where he holds
      such offices, effective August 12, 2008, although Mr. Antonelli may choose
      to resign on an earlier date (the “Resignation Date”).  Mr.
      Antonelli shall remain on a paid leave of absence with the Company through
      the Resignation Date; such leave shall not serve to reduce Mr. Antonelli’s
      accrued vacation.

            


    

    


    
      	
              2.

            	
              On
      the Resignation Date, the Company will pay Mr. Antonelli for any unused
      vacation time earned by him through the Resignation Date. Beginning with
      the later of the Resignation Date or the expiration of the Revocation
      Period (as hereinafter defined):

            


    

    


    
      	
               
      

            	
              a.
      The Company shall honor its obligations to Mr. Antonelli under Section 2
      of the Severance Agreement dated as of July 25, 2005 between the Company
      and Mr. Antonelli (the “Severance Agreement”), under which the Company
      shall continue Mr. Antonelli’s base salary and medical benefits for a
      period of one (1) year, subject to applicable withholding and deductions,
      provided, however that the Company shall make no base salary payments
      under this Section 2(a) until six months and one day after the Company’s
      obligations commence, at which point the Company shall pay Mr. Antonelli
      all accrued and unpaid base salary payments, and thereafter the Company
      shall pay base salary for the balance of the one-year period in accordance
      with its normal payroll policies.

            


    

    


    
      	
               
      

            	
              b.
      After the expiration of the above-referenced one-year period, the Company
      shall respect Mr. Antonelli’s rights (and his dependents’ rights), if any,
      to continued medical coverage at his own expense under the Consolidated
      Omnibus Budget Reconciliation Act.

            


    

    


    
      	
              3.

            	
              a.
      As of the Resignation Date, Mr. Antonelli shall no longer be eligible to
      receive long-term disability benefits or to participate in the Company’s
      401(k) and Profit Sharing Plan.  The Company will promptly
      notify Mr. Antonelli in writing concerning his options with regard to his
      401(k) account.

            


    

     


    
      
         


      

      
         


         


      

      
         


      

    


    
      	
               
      

            	
              b.
      As of the Resignation Date: (i) Mr. Antonelli’s ability to exercise any
      vested stock options to purchase shares of the Company’s Common Stock
      shall be governed by the terms of the applicable equity plan and (ii) all
      unvested stock options shall be forfeited, except for those restricted
      stock units (“RSUs”) and restricted shares of Common Stock that were due
      to vest in December of 2008, and will now accelerate to vest as of the
      Resignation Date.  Only those restricted shares and restricted
      stock units shall be vested and exercisable in addition to the stock
      options noted in (i) above and shall be governed by the terms of the
      applicable plan.  The Company will promptly notify Mr. Antonelli
      in writing concerning his ability to exercise any vested stock options,
      RSUs or restricted shares of Common
Stock.

            


    

    


    
      	
               
      

            	
              c.
      Mr. Antonelli may at any time exercise his rights under the Company’s
      Employee Stock Ownership Plan (“ESOP”) to effect the distribution and
      sale, if he so elects, of shares of the Company’s Common Stock allocated
      to him, in accordance with the provisions of the
  ESOP.

            


    

    


    
      	
              4.

            	
              a.  In
      consideration of the foregoing, which Mr. Antonelli acknowledges includes
      compensation, benefits and other rights to which he is not otherwise
      entitled, Mr. Antonelli hereby releases and forever discharges the
      Company, its present and former directors, officers, employees, agents,
      subsidiaries and shareholders, and its and their successors and assigns,
      from any and all liabilities, causes of action, debts, claims and demands
      (including without limitation claims and demands for monetary payment)
      both in law and in equity, known or unknown, fixed or contingent, which he
      may have or claim to have based upon or in any way related to: (i)
      employment (as an officer, director or employee), (ii) any rights or
      entitlements related thereto or (iii) termination of such employment by
      the Company, and hereby covenants not to file a lawsuit or charge to
      assert such claims.  This includes but is not limited to claims
      arising under the Federal Age Discrimination in Employment Act, and any
      other federal, state or local laws prohibiting employment discrimination
      or claims growing out of any legal restrictions on the Company’s right to
      terminate its employees

            


    

    


    
      	
               
      

            	
              b.
      Mr. Antonelli understands that various State and Federal laws prohibit
      employment discrimination based on age, sex, race, color, national origin,
      religion, handicap or veteran status.  These laws are enforced
      through the Equal Employment Opportunity Commission (EEOC), Department of
      Labor and State Human Rights Agencies.  Mr. Antonelli
      acknowledges that he has been advised by the Company to discuss this
      Agreement with his attorney and has been encouraged to take this Agreement
      home for up to twenty-one (21) days so that he can thoroughly review it
      and understand the effect of this Agreement before acting on
      it.

            


    

    



    
      
         


      

      
        2

         


      

      
         


      

    


    
      	
              5.

            	
              a.
      Mr. Antonelli acknowledges and agrees that all payments and benefits
      payable to him under this Agreement (other than earned wages and payment
      for accrued and unpaid vacation) are contingent upon: (i) his continued
      compliance with the provisions of Section 6 of the Severance Agreement,
      which remain in full force and effect and (ii) his agreement to make
      himself available in any third party claims, investigations, litigation or
      similar proceedings to answer any questions relating to his employment or
      actions as an employee, officer or director of the Company, including
      without limitation attendance at any deposition or similar proceeding, and
      the Company shall pay Mr. Antonelli’s expenses in connection with his
      fulfillment of his obligations under this subsection
  (ii).

            


    

    


    
      	
               
      

            	
              b.
      Mr. Antonelli further acknowledges and agrees that the availability of
      such payments and benefits is sufficient consideration for the release set
      forth in paragraph 4(a) and termination of such payments and benefits due
      to his non-compliance shall not affect the release set forth in Paragraph
      4(a).

            


    

    


    
      	
              6.

            	
              Mr.
      Antonelli shall at no time make any derogatory or disparaging comments
      regarding the Company, its business, or its present or past directors,
      officers or employees.  The Company shall at no time make any
      derogatory or disparaging comments regarding Mr. Antonelli.  Mr.
      Antonelli hereby waives any and all rights to future employment with the
      Company.

            


    

    


    
      	
              7.

            	
              The
      execution of this Agreement shall not be construed as an admission of a
      violation of any statute or law or breach of any duty or obligation by
      either the Company or Mr.
Antonelli.

            


    

    


    
      	
              8.

            	
              No
      party to this Agreement shall cause, discuss, cooperate or otherwise aid
      in the preparation of any press release or other publicity other than
      filings required by the securities laws, concerning any other party to
      this Agreement or the Agreement’s operation without prior approval of such
      other party, unless required by law, in which case notice of such
      requirement shall be given to the other
party.

            


    

    


    
      	
              9.

            	
              The
      invalidity or unenforceability of any particular provision of this
      Agreement shall not affect the other provisions hereof, and this Agreement
      shall be construed in all respects as if such invalid and unenforceable
      provisions were omitted.

            


    

    


    
      	
              10.

            	
              This
      Agreement is personal to Mr. Antonelli and may not be assigned by
      him.  However, in the event of Mr. Antonelli’s death, all the
      rights of Mr. Antonelli set forth in this Agreement shall accrue to his
      spouse, if she is living; otherwise, to his heirs.  This
      Agreement shall inure to the benefit of and be binding upon the successors
      and assigns of the Company.

            


    

    



    
      
         


      

      
        3

         


      

      
         


      

    


    
      	
              11.

            	
              This
      Agreement is made pursuant to and shall be governed by the laws of the
      State of Connecticut, without regard to its rules regarding conflict of
      laws.  The parties agree that the courts of the State of
      Connecticut, and the Federal Courts located therein, shall have exclusive
      jurisdiction over all matters arising from this Agreement.  Mr.
      Antonelli and the Company hereby agree that service of process by
      certified mail, return receipt requested, shall be deemed appropriate
      service of process.

            


    

    


    
      	
              12.

            	
              Except
      as otherwise expressly indicated, this Agreement contains the entire
      understanding between Mr. Antonelli and the Company, supersedes all prior
      agreements, oral or written, regarding the subject matter hereof, and may
      not be changed orally but only by an agreement in writing signed by the
      party against whom enforcement of any waiver, change, modification,
      extension or discharge is sought.  Mr. Antonelli acknowledges
      that he has not relied upon any representation or statement, written or
      oral, not set forth in this
Agreement.

            


    

    


    
      	
              13.

            	
              Mr.
      Antonelli may revoke this Agreement at any time during the seven-day
      period following the date of his signature below (the “Revocation Period”)
      by delivering written notice of his revocation to the Company’s attention
      at 260 Lake Road, Dayville, Connecticut 06241; Attention: Carl
      Koch.  This Agreement shall become effective upon the expiration
      of the Revocation Period.

            


    

    


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    IN
WITNESS WHEREOF, the parties have executed this Agreement on the date set forth
below.

    


    
      	
              United
      Natural Foods, Inc.

            	 
      	
              Witness:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              By:
      /s/ Daniel V. Atwood    

            	 
      	
              /s/
      Lisa N'Chonon    

            
	 
      	 
      	 
      
	
              Date:
      August 6, 2008

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              Witness:

            
	 
      	 
      	 
      
	
              /s/ Richard
      Antonelli    

            	 
      	
              /s/
      Carl F. Koch III    

            
	
              Richard
      Antonelli

            	 
      	 
      
	 
      	 
      	 
      
	
              Date:
      August 6, 2008

            	 
      	 
      


    

    


    



    
      
         


      

      
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